BANCA IMI

AVVISO n.663

13 Gennaio 2017

MOT - EuroMOT

Mittente del comunicato : BORSA ITALIANA

Societa' oggetto dell'Avviso

: BANCA IMI

Testo del comunicato

Oggetto : 'EuroMOT' - Inizio negoziazioni 'BANCA IMI'

Si veda allegato.

Disposizioni della Borsa

Società emittente: BANCA IMI

Titolo: "Banca IMI S.p.A. Collezione Tasso Fisso Rublo Russo Opera III" (Codice ISIN XS1546193308)

Società di Rating	Long Term	Data Report
Moody's	Baa1	09/12/2016
Standard & Poor's	BBB-	18/12/2014
Fitch Ratings	BBB+	28/10/2016

Rating Emittente:

BANCA IMI

Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA

Data inizio negoziazioni: 16/01/2017

Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),

segmento EuroMOT, 'classe euro-obbligazioni, ABS, titoli di emittenti esteri e altri titoli di debito'

Clearing: n.a.

Sistemi di regolamento: Euroclear e Clearstream

Calendario di regolamento: Il calendario della valuta RUB tenuto altresì conto dei

giorni di chiusura dei sistemi di liquidazione interessati

Termini di liquidazione: Il secondo giorno successivo alla data di stipulazione dei

contratti di compravendita

EMS: 1.050.000

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

"Banca IMI S.p.A. Collezione Tasso Fisso Rublo Russo Opera III"

Modalità di negoziazione: corso secco

N. obbligazioni in circolazione: 180.000

Valore nominale unitario: 100.000 RUB Valore nominale complessivo

delle obbligazioni in circolazione: 18.000.000.000 RUB

Interessi: le obbligazioni fruttano interessi lordi annui, pagabili posticipatamente il 13 gennaio di ciascun anno, in conformità a quanto specificato nei Final Terms del prestito

Tasso della cedola in corso: 8,5%

Modalità di calcolo dei ratei: ACT/ACT su base periodale Godimento: 13/01/2017

Scadenza: 13/01/2019 (rimborso alla pari in un'unica soluzione alla scadenza)

Tagli: unico da nominali 100.000 RUB

Codice ISIN: XS1546193308

Codice Instrument Id: 808847

Descrizione: IMI OPERA III TF 8,5% GE19 RUB

Importo minimo di negoziazione: 100.000 RUB

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 16/01/2017 gli strumenti finanziari "Banca IMI S.p.A. Collezione Tasso Fisso Rublo Russo Opera III" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT).

Allegati:

- Final Terms del prestito obbligazionario

13 January 2017

BANCA IMI S.p.A.

(incorporated with limited liability in the Republic of Italy)

FINAL TERMS

Issue of 18,000,000,000 RUB Fixed Rate Notes due 13.01.2019 "Banca IMI S.p.A. Collezione Tasso Fisso Rublo Russo Opera III " under the Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the Conditions) set forth in the Base Prospectus dated 11 July 2016 and the supplement to the Base Prospectus dated 10 November 2016 which together constitute a base prospectus for the purposes of the Prospectus Directive (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the supplement to the Base Prospectus are available for viewing during normal business hours at the registered office of the Issuer and the specified offices of the Paying Agents. The Base Prospectus and the supplement to the Base Prospectus have been published on the websites of the Irish Stock Exchange (xxxx://xxx.xxx.xx/Xxxxxx-Xxxx-Xxxxxxxxxxxxx/Xxxx/Xxxxxxxxxx-Xxxx-Xxxxxxxxxx-Xxxx/Xxxx-Xxxxxxxx- Documents/?progID=643&FIELDSORT=docId), the Central Bank of Ireland (xxxx://xxx.xxxxxxxxxxx.xx) and the Issuer's website (xxxxx://xxx.xxxxxxxx.xxxxxxxxxxxxxxxxxxx.xxx/XX/Xxxxx-Xxxxxxxxx). In the event of any inconsistency between the Conditions and the Final Terms, these Final Terms prevail.

A summary of the Notes (which comprises the summary in the Base Prospectus as completed to reflect the provisions of these Final Terms) is annexed to these Final Terms.

By investing in the Notes each investor represents that:

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to invest in the Notes and as to whether the investment in the Notes is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the Issuer as investment advice or as a recommendation to invest in the Notes, it being understood that information and explanations related to the terms and conditions of the Notes shall not be considered to be investment advice or a recommendation to invest in the Notes. No communication (written or oral) received from the Issuer shall be deemed to be an assurance or guarantee as to the expected results of the investment in the Notes.

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and the risks of the investment in the Notes. It is also capable of assuming, and assumes, the risks of the investment in the Notes.

(c) Status of Parties. The Issuer is not acting as a fiduciary for or adviser to it in respect of the investment in the Notes.

1. Issuer: Banca IMI S.p.A..

2. (a) Series Number: 7.

(b) Tranche Number: 1.

Not applicable.

3. Specified Currency: The Specified Currency is Russian Ruble ("RUB").

4. Aggregate Nominal Amount:

(a) Series: RUB 18,000,000,000.

(b) Tranche: RUB 18,000,000,000.

5. Issue Price of Tranche: 99.43 per cent. of the Aggregate Nominal Amount.

6. (a) Specified Denominations: RUB 100,000.

(b) Calculation Amount: RUB 100,000.

7. (a) Issue Date: The Issue Date is 13 January 2017.

(b) Interest Commencement Date: Issue Date.

8. Type of Notes: Fixed Rate Notes.

9. Maturity Date: 13 January 2019.

10. Form of Notes. Bearer.

11. Interest Basis: 8.50 per cent. per annum Fixed Rate. (further particulars specified below)

12. Redemption/Payment Basis: Redemption at par.

13. Change of Interest Basis: Not applicable.

14. Put Options:

15. Call Options:

Not applicable. Not applicable.

16. Dual Currency Note Provisions: Not applicable.

17. Tax Gross-Up: Condition 7(ii) applicable.

18. Method of distribution: Not applicable.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

19. Fixed Rate Note Provisions: Applicable.

(i) Rate of Interest: 8.50 per cent. per annum payable in arrear.

(ii) Interest Payment Dates: 13 January 2018 and 13 January 2019.

(iii) Business Day Convention: Following Business Day Convention.

(iv) Additional Business Day Centre: London and TARGET2.

(v) Interest Accrual Dates: The Interest Accrual Dates are the Interest Commencement

Date and 13 January in each year up to but excluding 13 January 2019.

(vi) Fixed Coupon Amounts: RUB 8,500 per Calculation Amount in respect of each Interest

Period.

(vii) Broken Amount(s): Not applicable.

(viii) Day Count Fraction: Actual/Actual (ICMA) following unadjusted.

(ix) Determination Dates: 13 January 2018 and 13 January 2019.

20. Fixed Rate Reset Note Provisions: Not applicable.

21. Floating Rate Note Provisions: Not applicable.

22. Change of Interest Basis Provisions: Not applicable.

23. Zero Coupon Note Provisions: Not applicable.

PROVISIONS RELATING TO REDEMPTION

24. Issuer Call: Not applicable.

25. Investor Put: Not applicable.

26. Final Redemption Amount of each Note: RUB 100,000 per Calculation Amount.

27. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default:

RUB 100,000 per Calculation Amount.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

28. Form of Notes:

(a) Form of Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes only upon an Exchange Event.

(b) New Global Note: No.

29. Additional Financial Centre(s): London and TARGET2.

30. Talons for future Coupons to be attached to definitive Notes (and dates on which such Talons mature):

Not applicable.

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required for issue and admission to trading on the Irish Stock Exchange of the Notes described herein pursuant to the Euro Medium Term Note Programme of Banca IMI S.p.A..

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of Banca IMI S.p.A.:

By: .........................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: Ireland and the Republic of Italy.

(ii) Admission to trading Application for Notes has been made for listing on the Official

List of the Irish Stock Exchange and for admission to trading on the Regulated Market of the Irish Stock Exchange.

Application for Notes has also been made for (i) admission to trading on the Italian multilateral trading facility EuroTLX, which is not a regulated market for the purposes of directive 2004/39/EC as amended from time to time; and (ii) listing on the MOT market (Mercato Telematico delle Obbligazioni), organised and managed by Borsa Italiana S.p.A..

Application may also be made by the Issuer (or on its behalf) to list the Notes on such further or other stock exchanges or regulated markets or admitted to trading on such other trading venues (including without limitation multilateral trading facilities) as the Issuer may determine.

(iii) Estimate of total expenses related to admission to trading:

EUR 600.

2. RATINGS

Ratings: At the date of these Final Terms, the Issuer is rated Baa1 (long- term) and P-2 (short-term) with stable outlook by Moody's Italia

S.r.l. (Moody's), BBB- (long-term) and A-3 (short-term) with stable outlook by Standard & Poor's Credit Market Services Italy

S.r.l. (Standard & Poor's) and BBB+ (long-term) and F2 (short- term) with negative outlook by Fitch Ratings Ltd. (Fitch).

Not applicable. No ratings have been assigned to the Notes at the request of or with the cooperation of the Issuer in the rating process.

3. NOTIFICATION

The Central Bank of Ireland has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Banca IMI is a shareholder of EuroTLX SIM S.p.A. who manages the multilateral trading facility EuroTLX on which application for the trading of the Notes thereof is expected to be made by the Issuer.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus.

(ii) Estimated net proceeds: The net proceeds of the issue of the Notes will be equal to 99.43

per cent. of the Aggregate Nominal Amount of the Notes issued, i.e. RUB 17,897,400,000.

(iii) Estimated total expenses: The estimated total expenses that can be determined as of the

Issue Date are up to EUR 600 consisting of Listing Fees, such expenses excluding certain out-of pocket expenses incurred or to be incurred by or on behalf of the Issuer in connection with the admission to trading of the Notes.

6. YIELD

Indication of yield: The yield is 8.823 per cent. per annum at maturity, calculated as the annual expected return as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

7. HISTORIC INTEREST RATES

Not applicable.

8. OPERATIONAL INFORMATION

(i) ISIN Code: XS1546193308

(ii) Common Code: 154619330

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

Not applicable.

(iv) Delivery: Delivery against payment.

(v) Names and addresses of additional Paying Agent(s):

Not applicable.

(vi) Intended to be held in a manner which would allow Eurosystem eligibility:

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

9. DISTRIBUTION

(i) If syndicated, names and addresses of Managers and underwriting commitments:

Not applicable.

(ii) Date of Subscription Agreement:

Not applicable.

(iii) Stabilisation Manager: Not applicable.

(iv) If non-syndicated, name and address of relevant Manager, if applicable:

Not applicable.

(v) Total commission and concession:

Not applicable

(vi) US Selling Restrictions: Reg. S compliance category 2; TEFRA D.

(vii) Public Offer: Not applicable.

10. TERMS AND CONDITIONS OF THE OFFER

Not applicable.

APPLICABLE FINAL TERMS - SUMMARY OF THE NOTES

Summaries are made up of disclosure requirements known as ""Elements". These Elements are numbered in Sections A – E (A.1 – E.7).

This Summary contains all the Elements required to be included in a summary for this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of Notes and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

SECTION A – INTRODUCTION AND WARNINGS

Element

A.1

This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.

Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.

Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.

Civil liability attaches to the Issuer solely on the basis of this summary, including any translation of it, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when

considering whether to invest in the Notes.

A.2

Not applicable – The Issuer does not consent to the use of the Base Prospectus for subsequent resales.

SECTION B – ISSUER

Element

B.1

Legal and commercial name of the Issuer

Banca IMI S.p.A..

B.2

Domicile / legal form / legislation / country of incorporation

The Issuer is incorporated as a società per azioni with limited liability under the laws of the Republic of Italy. The Issuer is registered with the Companies' Register of Milan under No. 04377700150. Its registered office is at Xxxxx Xxxxxxxx 0, 00000 Xxxxx, with telephone number x00 00 00000.

B.4b

Trend information

Not applicable - There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for its current financial year.

B.5

Description of the Group

The Issuer is a company belonging to the Intesa Sanpaolo banking group, of which Intesa Sanpaolo S.p.A. is the parent company.

B.9

Profit forecast or estimate

Not applicable - No profit forecasts or estimates have been made in the Base Prospectus.

B.10

Audit report qualifications

Not applicable - No qualifications are contained in any audit report included in the Base Prospectus.

B.12

Selected historical key financial information

The audited consolidated balance sheets and income statements as of, and for each of the years ended, 31

December 2014 and 2015 have been extracted without any adjustment from, and are qualified by reference to

and should be read in conjunction with, the Issuer's consolidated financial statements in respect of those dates

and periods:

Audited Consolidated Balance Sheets for the year ending 31 December 2015 compared with corresponding figures for the year ending 31 December 2014

Assets 31 31

December December

2015 2014

(EUR thousand)

Cash and cash equivalents 4 3

Financial assets held for trading 56,954,580 61,620,174

Available-for-sale financial assets 11,643,236 8,106,027

Due from banks 60,923,615 53,979,092

Loans to customers 23,353,892 22,440,904

Hedging derivatives 203,228 323,864

Equity investments 13,324 12,175

Property and equipment 878 1,031

Intangible assets 287 327

of which:

- goodwill - -

Tax assets 502,230 455,103

a) current 292,543 261,796

b) deferred 209,687 193,307

Other assets 445,523 454,874

Total Assets 154,040,797 147,393,574

Liabilities and Equity 31 31

December December

2015 2014

(EUR thousand)

		Due to banks 68,073,695 53,046,794 Due to customers 16,026,878 11,158,308 Securities issued 13,866,789 21,482,603 Financial liabilities held for 51,653,544 56,939,378 trading Financial liabilities at fair value - - through profit and loss Hedging derivatives 164,568 463,170 Tax liabilities 342,293 364,346 a) current 325,988 327,905 b) deferred 16,305 36,441 Other liabilities 587,215 249,266 Post-employment benefits 8,743 9,780 Provisions for risks and charges 24,074 30,489 a) pensions and similar 12 12 obligations b) other provisions 24,062 30,477 Fair value reserves (50,076) 49,105 Reserves 1,573,629 1,550,686 Share premium reserve 581,260 581,260 Share capital 962,464 962,464 Equity attributable to non- - - controlling interests (+/-) Profit for the year 533,715 505,925
		Total Liabilities and Equity 154,040,797 147,393,574
		Audited Consolidated Income Statements for the year ending 31 December 2015 compared with corresponding figures for the year ending 31 December 2014
		31 31 December December 2015 2014 (EUR thousand)
		Interest and similar income 1,470,106 2,041,034 Interest and similar expense (891,695) (1,323,488) Net interest income 578,411 717,546 Fee and commission income 488,754 477,787 Fee and commission expense (230,529) (269,288) Net fee and commission income 258,225 208,499 Dividends and similar income 41,092 36,550 Profits (Losses) on trading 328,785 296,232 Profit (Losses) on hedging 7,797 56 Profits (Losses) on disposal or 184,890 37,197 repurchase of: a) loans and receivables (34,912) (16,504) b) available-for-sale financial 274,519 188,639 assets c) held-to-maturity investments - - d) financial liabilities (54,717) (134,938) Total income 1,399,200 1,296,080 Impairment losses/reversal of 2,942 (125,238) impairment losses on: a) loans and receivables (421) (123,807) b) available-for-sale financial (5,850) (628) assets c) held-to-maturity investments - - d) other financial assets 9,213 (803)

		Net financial income	1,402,142	1,170,842
		Net banking and insurance	1,402,142	1,170,842
		income
		Administrative expenses	(595,882)	(407,281)
		a) personnel expenses	(162,051)	(140,636)
		b) other administrative expenses	(433,831)	(266,645)
		Net accruals to provision for risks	1,700	(3,000)
		and charges
		Depreciation and net impairment	(475)	(451)
		losses on property and equipment
		Amortisation and net impairment	(73)	(77)
		losses on intangible assets
		Other operating income	3,204	3,340
		(expenses)
		Operating expenses	(591,526)	(407,469)
		Net gains on sales of equity	6,840	14,225
		investments
		Pre-tax profit from continuing	817,456	777,598
		operations
		Income tax expense	(283,741)	(271,673)
		Post-tax profit from continuing	533,715	505,925
		operations
		Profit for the year	533,715	505,925
		Profit (loss) attributable to non-	-	-
		controlling interests
		Profit attributable to the	533,715	505,925
		owners of the parent


		Statements of no significant or material adverse change
		There has been no significant change in the financial or trading position of the Issuer since 31 December
		2015 and there has been no material adverse change in the prospects of the Issuer since 31 December
		2015.
B.13	Events impacting the Issuer's solvency Not Applicable - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency.
B.14	Dependence upon other group entities The Issuer is subject to the management and co-ordination of its sole shareholder, Intesa Sanpaolo S.p.A., which is the parent company of the Intesa Sanpaolo banking group, to which the Issuer belongs.
B.15	Principal activities The Issuer is a banking institution established under the laws of the Republic of Italy engaged in investment banking activities. The Issuer is the investment banking arm and securities firm of Gruppo Intesa Sanpaolo and it offers a wide range of capital markets, investment banking and special lending services to a diversified client base including banks, companies, institutional investors, entities and public bodies. The Issuer's business is divided into three business divisions: Global Markets, Investment Banking and Structured Finance.
B.16	Controlling shareholders The Issuer is a wholly-owned direct subsidiary of Intesa Sanpaolo S.p.A., the parent company of the Intesa Sanpaolo banking group.

B.17

Credit ratings

The Issuer has been rated Baa1 (long-term) and P-2 (short-term) with stable outlook by Moody's Italia S.r.l. (Moody's), BBB- (long-term) and A-3 (short-term) with stable outlook by Standard & Poor's Credit Market Services Italy S.r.l. (Standard & Poor's) and BBB+ (long-term) and F2 (short-term) with negative outlook by Fitch Ratings Ltd. (Fitch).

Not applicable – No ratings have been assigned to the Notes at the request of or with the co-operation of the Issuer in the rating process.

SECTION C – NOTES

Element

C.1

Type and class of the Notes

Title of Notes: Fixed Rate Notes.

Series Number: 7.

Tranche Number: 1.

ISIN Code: XS1546193308

Common Code: 154619330

Relevant Clearing Systems(s): The Notes will settle in Euroclear and Clearstream, Luxembourg.

C.2

Currency of the Notes

The Notes are denominated in Russian Ruble ("RUB"). Payments of interest in respect of the Notes will be made in RUB. Payments of principal in respect of the Notes will be made in RUB.

C.5

Restrictions on free transferability

Regulation S Compliance Category 2. TEFRA D.

C.8

Description of the rights attaching to the Notes

Status: The Notes and any relative Coupons constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

Negative pledge: The Notes do not have the benefit of a negative pledge.

Deed of covenant: The Notes have the benefit of a deed of covenant dated on or around 11 July 2016.

Right to interest: Notes may bear interest as determined in accordance with item C.9 below.

Right to redemption: The early redemption amount or final redemption amount is determined in accordance with item C.9 below.

Taxation: The Issuer is not obliged to gross up any payments in respect of the Notes and shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, presentation and surrender for payment, or enforcement of any Note and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

All payments in respect of the Notes will be made subject to any withholding or deduction required pursuant to the Foreign Account Tax Compliance Act, as provided in Condition 4(ii).

Events of Default: The terms of the Notes will contain, amongst others, the following events of default:

(a) default in payment of any principal or interest due in respect of the Notes, continuing for a specified period of time;

(b) non-performance or non-observance by the Issuer of any of its other obligations under the Terms and Conditions continuing for a specified period of time;

(d) events relating to the insolvency or winding up of the Issuer.

Meeting of Noteholders: The terms of the Notes will contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

Governing law: English law.

C.9

Interest and Redemption

Interest

Fixed Rate

The Notes bear interest from and including 13 January 2017 (Issue Date and Interest Commencement Date) to but excluding 13 January 2019 at the fixed rate of 8.50 per cent. per annum.

The yield is 8.823 per cent. per annum at maturity, calculated as the annual expected return as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

Interest will be paid in RUB in arrear on 13 January 2018 and 13 January 2019.

Redemption

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on 13 January 2019 at 12 p.m.. The Notes will be redeemed in RUB.

Representative of holders

Not Applicable – No representative of the Noteholders has been appointed by the Issuer.

C.10

Derivative component on interest

Not applicable – The Notes do not have a derivative component in the interest payment.

C.11

Listing and Admission to trading

Application for Notes has been made for listing on the Official List of the Irish Stock Exchange and for admission to trading on the Regulated Market of the Irish Stock Exchange.

Application for Notes has also been made for (i) admission to trading on the Italian multilateral trading facility EuroTLX, which is not a regulated market for the purposes of directive 2004/39/EC as amended from time to time; and (ii) listing on the MOT market (Mercato Telematico delle Obbligazioni), organised and managed by Borsa Italiana S.p.A..

SECTION D – RISKS

D.2

Key risks regarding the issuer

In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible

to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified a number of factors which could materially adversely affect its business and ability to make payments due under the Notes.

These factors include:

• Banca IMI's business may be adversely affected by international markets and economic conditions;

• Negative economic developments and conditions in the markets in which Banca IMI operates may adversely affect Banca IMI's business and results of operations;

• Banca IMI's business is sensitive to current adverse macroeconomic conditions in Italy;

• Banca IMI's business is exposed to counterparty credit risk;

• Deterioration in Banca IMI's loan portfolio to corporate customers may affect Banca IMI's financial performance;

• Banca IMI's business is exposed to settlement risk and transfer risk;

• Banca IMI's business is exposed to market risk;

• Banca IMI's business is exposed to operational risks;

• Banca IMI's business is exposed to liquidity risk;

• Legal risks;

• Banca IMI's business is exposed to risks arising from assumptions and methodologies for assessing financial assets and liabilities measured at fair value;

• Banca IMI's business is exposed to increasing competition in the financial services industry;

• Banca IMI's business is exposed to risks arising from the loss of key personnel;

• Banca IMI's framework for managing its risks may not be effective in mitigating risks and losses;

• Banca IMI's business is exposed to reputational risk;

• Regulatory claims may arise in the conduct of Banca IMI's business;

• Banca IMI operates within a highly regulated industry and its business and results are affected by the regulations to which it is subject including the Banking Resolution and Recovery Directive;

• Banca IMI's business performance could be affected if its capital adequacy ratios are reduced or perceived to be inadequate;

• Banca IMI's business is exposed to risk of changes in tax legislation as well as to increases in tax rates; and

• Banca IMI's business is exposed to risk related to transactions in financial derivatives.

D.3

Key risks regarding the Notes

There are also risks associated with specified types of Notes and with the Notes and the markets generally, including:

• The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances;

• Risks related to the structure of a particular issue of Notes

(i) Euro-system Eligibility

The European Central Bank maintains and publishes a list of assets which are recognised as eligible collateral for Eurosystem monetary and intra-day credit operations. In certain circumstances, recognition may impact on (among other things) the liquidity of the relevant assets. Recognition (and inclusion on the list) is at the discretion of the Eurosystem and is dependent upon satisfaction of certain Eurosystem eligibility criteria and rules. If application is made for any Notes to be recognised and added to the list of eligible assets, there can be no assurance that such Notes will be so recognised, or, if they are recognised, that they will continue to be recognised at all times during their life.

• Risks related to Notes generally

(i) Modification, waivers and substitution

The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Terms and Conditions of the Notes also provide that the Agent and the Issuer may, without the consent of Noteholders, agree to (i) any modification (subject to certain specific exceptions) of the Notes or the Coupons or the Agency Agreement which is not prejudicial to the interests of the Noteholders or (ii) any modification of the Notes, the Coupons or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or proven error or to comply with mandatory provisions of law.

(ii) EU Savings Directive

Under EC Council Directive 2003/48 (EU Savings Directive) recently replaced by EC Council Directive 2014/107, Member States are required to provide to the tax authorities of other Member State details of certain payments of interest or similar income paid or secured by a person established in a Member State to or for the benefit of an individual resident in another Member State or certain limited types of entities established in another Member State.

(iii) Taxation

Potential purchasers and sellers of Notes should be aware that they may be required to pay taxes or other documentary charges or duties in accordance with the laws and practices of the country where the Notes are transferred and/or any asset(s) are delivered or in other jurisdictions. In addition, it is not possible to predict whether the taxation regime applicable to Notes on the date of purchase or subscription will be amended during the term of the Notes. If such amendments are made, the taxation regime applicable to the Notes may differ substantially from the taxation regime in existence on the date of purchase or subscription of the Notes.

(iv) No Gross Up in respect of Certain Series of Notes

The Issuer is not obliged to gross up any payments in respect of the Notes and shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, presentation and surrender for payment, or enforcement of any Note and all payments made by the Issuer shall be made subject to any such tax, duty, withholding or other payment which may be required to be made, paid, withheld or deducted.

(v) U.S. Foreign Account Tax Compliance Withholding

The Issuer and other financial institutions through which payments on the Notes are made may be required to withhold U.S. tax at a rate of 30 per cent. on all, or a portion of, "foreign passthru payments" (a term not yet defined) made after 31 December 2018. This withholding would potentially apply to payments in respect of (i)

any Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for

U.S. federal tax purposes that are issued after the "grandfathering date," which is the date that is six months after the date on which final U.S. Treasury Regulations defining the term foreign passthru payment are filed with the Federal Register, or which are materially modified after the grandfathering date, and (ii) any Notes characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If Notes are issued on or before the grandfathering date, and additional Notes of the same series are issued after that date, the additional Notes may not be treated as grandfathered, which may have negative consequences for the existing Notes, including a negative impact on market price. While the Notes are in global form and held within the clearing systems, it is not expected that FATCA will affect the amount of any payment received by the clearing systems. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. FATCA also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose their custodians and intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. The Issuer’s obligations under the Notes are discharged once it has paid the common depositary for the clearing systems (as bearer or registered holder of the Notes) and the Issuer has therefore no responsibility for any amount thereafter transmitted through the hands of the clearing systems and custodians or intermediaries. The documentation expressly contemplates the possibility that the Notes may go into definitive form and therefore that they may be taken out of the clearing systems. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA withholding. If an amount in respect of U.S. withholding tax were to be deducted or withheld from payments on the Notes, neither the Issuer nor any paying agent nor any other person would, pursuant to the conditions of the Notes, be required to pay additional amounts as a result of the deduction or withholding of such tax. As a result, investors may receive a lesser amount than expected. Holders of Notes should consult their own tax advisers for a more detailed explanation of FATCA and how FATCA may apply to payments they receive under the Notes.

FATCA is particularly complex and its application to the Issuer, the Securities, and investors in the Securities are uncertain at this time.

(vi) Change of law

The Terms and Conditions of the Notes are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus.

(vii) Notes where denominations involve integral multiples: definitive Notes

If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

(viii) Reliance on Euroclear and Clearstream, Luxembourg procedures

Notes issued under the Programme will be represented on issue by one or more Global Notes that may be deposited with a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg (see "Form of the Notes"). Except in the circumstances described in each Global Note, investors will not be entitled to receive Notes in definitive form. Each of Euroclear and Clearstream, Luxembourg and their respective direct and indirect participants will maintain records of the beneficial interests in each Global Note held through it. While the Notes are represented by a Global Note, investors will be able to trade their beneficial interests only through the relevant clearing systems and their respective participants. While the Notes are represented by Global Notes, the Issuer will discharge its payment obligation under the Notes by making payments through the relevant clearing systems. A holder of a beneficial interest in a Global Note must rely on the procedures of the relevant clearing system and its participants to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in any

Global Note. Holders of beneficial interests in a Global Note will not have a direct right to vote in respect of

the Notes so represented. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant clearing system and its participants to appoint appropriate proxies.

• Risks related to the market generally

(i) The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.

(ii) Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency or, if Dual Currency Interest and/or Dual Currency Redemption is specified as being applicable in the Final Terms, the Issuer will pay principal and/or interest on the Notes in a currency different to the Specified Currency (the Payment Currency). This presents certain risks relating to currency conversion if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency and/or, as applicable, the Payment Currency.These include the risk that exchange rates may significantly change and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. The above risks may be increased for currencies of emerging market jurisdictions.

(iii) Interest rate risks

Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.

(iv) Any decline in the credit ratings of the Issuer may affect the market value of the Notes

The credit ratings of the Issuer are an assessment of its ability to pay its obligations, including those on the Notes. Consequently, actual or anticipated declines in the credit ratings of the Issuer may affect the market value of the Notes.

• Legal risks

(i) Legal investment considerations may restrict certain investments

Each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. Potential investors should consult with their own tax, legal, accounting and/or financial advisers before considering investing in the Notes. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

(ii) No reliance

A prospective purchaser may not rely on the Issuer, the Managers, if any, or any of their respective affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above. None of the Issuer, the Managers, if any, or any of their respective affiliates has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective purchaser of the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if

different), or for compliance by that prospective purchaser with any law, regulation or regulatory policy

applicable to it.

SECTION E – OFFER

Element

E.2b

Use of proceeds

Not applicable - The Notes are not being offered to the public as part of a public offer.

E.3

Terms and conditions of the offer:

Not applicable - The Notes are not being offered to the public as part of a public offer.

E.4

Description of any interest of natural and legal persons involved in the issue/offer that is material to the issue/offer including conflicting interests

Not applicable - The Notes are not being offered to the public as part of a public offer.

E.7

Expenses charged to the investor by the Issuer or an Authorised Offeror

Not applicable - The Notes are not being offered to the public as part of a public offer.

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